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24-409ORDINANCE NO. 24-409 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH LOCKTON COMPANIES, LLC, FOR BENEFIT CONSULTANT SERVICES FOR CITYWIDE EMPLOYEE BENEFIT PROGRAMS FOR RISK MANAGEMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVDING AN EFFECTIVE DATE (RFP 8425 – AWARDED TO LOCKTON COMPANIES, LLC, FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $540,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for Benefit Consultant Services for citywide employee benefit programs for Risk Management; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 8425 Lockton Companies, LLC $540,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. second:: bey "::= f/dT'Q:J. TbQrll,aac::as Tihis:dh::: TIp,T=i'Ji!}p„,,dbyl:: following vote U - J.): Aye Nay Abstain Absent Mayor Gerard Hudspeth:,/ IZ ££ ./ 1/ ,/ b/ Vicki Byrd, District 1 : Brian Beck, District 2: Paul Meltzer, District 3 : Joe Holland, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED this the S+b dayof F'\ ,/ al , 2024. GEO ATTEST: JESUS SALAZAR, CITY SECRETARY \ \ \) N Tt y Z / /1 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by MaKella Lunn DN: dc=com, dc=cityofdenton, dc=codad, ou=Department By • Users and Groups, ou=General X email=Marcella.Lunn@cityofdent on.com Date: 2024.02.16 16:01 :15 -06'00' -X IM ILb\ \\\If\ -::’Fm DocuSign Envelope ID: 666C8EOA-CD7D-+461-BBB3-7EE663E1324E DENTON Docusign City Council Transmittal Coversheet 8425 File Name E„'pl' Ye Benefl tse Purchasing Contact GinnY Brummett City Council Target Date MARCH 5 ’ 2024 Piggy Back Option Contract Expiration Ordinance Broker r\r r NO MARCH 5, 2029 24-409 DocuSign Envelope ID: 666C8EOA-CD7D-P+61-BBB3-7EE663E1324E CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND LOCKTON-DUNNING SERIES OF LOCKTON COMPANIES, LLC (CONTRACT 8425) THIS CONTRACT is made and entered into this date 03/05/2024 , by and between Lockton-Dunning Series of Lockton Companies, LLC a Misssori series limited liability company, whose address is 2100 Ross Avenue, Suite 1200, Dallas, Texas 75201 hereinafter referred to as "Contractor" or “Supplier” or “Respondent”, and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or their duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City’s document RFP 8425-Employee Benefits Broker , a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) (b) (C) (d) (e) (f) (g) (h) Special Terms and Conditions (Exhibit “A”); City of Denton’s RFP 8425 (Exhibit “B” on File at the Office of the Purchasing Agent) ; City of Denton Standard Terms and Conditions (Exhibit “C”); Insurance Requirements (Exhibit "Dtt); Certificate of Interested Parties Electronic Filing (Exhibit “E”); Contractor’s Proposal, Pricing (Exhibit "F"); Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); Lockton’s Client Services Agreement & BAA (Exhibit “H”). These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.00 1 of the Texas Government Code. By signing this agreement, Contractor certifres that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it ( 1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certijies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a $rearm entity or $rearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be considered a material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7DJH61-BBB3-7EE663E1324E IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR CITY OF DENTON, TEXAS D- SIGNATURE CITY MANAGER Printed Name: Khl Cunningham Title: Senior Vice President ATTEST: JESUS SALAZAR, CITY SECRETARY(214) 720-5709 PHONE NUMBER kcunningham@lockton.com EMAIL ADDRESS 2024-1117387 APPROVED AS TO LEGAL FORM: MACK REn+WAND. CITY ATTORNEY TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. Megan Gi lbreath PRINTED NAME HR Di rector TITLE Human Resources DEPARTMENT Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed Five Hundred Forty Thousand Dollars ($540,000.00) Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 4. Price Escalation and De-escalation – Omitted 5. Performance Guarantee To the extent permitted by law, Contractor agrees to offer a performance guarantee for the City, whereby Contractor agrees to put one hundred percent (100%) of its Fee at risk contingent upon City’s subjective evaluation of Contractor’s performance. In the event the City pays compensation directly to Contractor in the form of fees, Contractor agrees to put its fees directly at risk. Contract # 8425 DocuSign Envelope ID: 666C8EOA.CD7D-M61-BBB3-7EE663E1324E Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E 6. DELIVERy TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor ’s, premises, the Contractor shall furnish, or cause to be fumished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4161-BBB3-7EE663E1324E disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 ef seq .) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 ef seq). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of fUnds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the Contractor shall bill and the City shall reimburse Contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the Contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7Dz1461-BBB3-7EE663E1324E 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: if the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within twenty (20) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E between the Contractor and Subcontractor. The City will not be a party to the agreement between the Contractor and Subcontractor. The City will not be liable to the Subcontractor C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor’s own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: if, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to fInal payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D-+461-BBB3-7EE663E1324E unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fUlly, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City 27. TERMINATION FOR CAUSE: in the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days ’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Exhibit A for services only. The successfbl firm shall procure and maintain insurance of the types and in the amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. Upon request, the Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor’s insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VI or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. v. The Certificate of Insurance shall contain the the following information: City of Denton Materials Management Department 901B Texas Street Denton. Texas 76209 vi. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. vii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. viii. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage and limits when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. ix. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract x. The insurance coverage’s specified in within the solicitation and requirements are required and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: if any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereoe and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7DdU61-BBB3-7EE663E1324E in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contdbutorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables in&inges the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: in order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables specifically identified in the Contractor Client Service Agreement containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City to use internally and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. D. For the avoidance of doubt, the parties acknowledge and agree that each party will retain the exclusive ownership of all its pre-existing intellectual property, Confidential Information and materials, including, without limitation, proprietary ideas, sketches, diagrams, text, know-how, concepts, proofs of concepts, artwork, software, algorithms, methods, processes, identifier codes or other technology that are owned by a party prior to commencement of any services hereunder or that are otherwise developed by or for such party outside the scope of the Contract (collectively the “Pre-Existing Technology”). To the extent that any intellectual property incorporates Contractor’s Pre-Existing Technology, Contractor grants the City a revokable, limited, nonexclusive right to use such intellectual property to utilize the materials in the intellectual property delivered by the Contractor. Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or their designee under thisContract. The Contractor is expressly Bee to advertise and perform services for other parties while performing services for the City. Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7Dz1461-BBB3-7EE663E1324E 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Contractor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V. T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenfoKeability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed) Christmas Day (observed Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D-+461-BBB3-7EE663E1324E If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or their authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive three (3) years following the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Contractor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally fUnded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- ( 1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - lad) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this Contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The Contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.doI. gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol. gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAI J, AND LOCAL LAWS: The Contractor or Supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4+461-BBB3-7EE663E1324E 62. DRUG FREE WORKPLACE: The Contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the Contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliersp including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non- performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor’s Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. 2. 3. 4. 5. Final negotiated contract RFP/Bid documents City’s standard terms and conditions Purchase order Supplier terms and conditions Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E Exhibit D INSURANCE REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the insurance coverage as indicated hereinafter. As soon as practicable after notifIcation of contract award, Contractor shall file with the Purchasing Department satisfactory certifIcates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project Contractor may, upon written request to the Purchasing Department, ask for clarification of any insarance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modifIed or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bia Contractor shall not commence any work or deliver any material until he or she receives notifIcation that the contract has been accepted, approved, and signed by the City of Denton. All inswrance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifIcations, and shall be maintained in compliance with these general specifIcations throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A-yI or better. •Liability policies shall be endorsed to provide the following : o Name as Additional Insured the City of Denton, its Officials, Agents, Employees, and volunteers for the commercial general liability insurance policy. 0 Commercial General Liabilty insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. 0 Provide a Waiver of Subrogation in favor of the City of Denton, its officials, Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E agents, employees, and volunteers for the commercial general liability insurance policy. • Cancellation: Notice of cancellation will be provided to the City in accordance with policy provisions. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of one (1 ) year beyond the contract expiration, if commerciallyavailable. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the per claim limits or obtain Owners and Contractors Protective Liability Insurance. •Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comptJl with the following speciFcations, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: A.COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors, and Contractual Liability with combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence and §2,000,000.00 general aggregate. B.PROFESSIONAL LIABILITY INSURANCE If CONTRACTOR is a licensed or certified person who renders professional services, then Professional Liability Insurance to provide coverage against any claim which the CONTRACTOR becomes legally obligated to pay as damages arising out of the performance of professional services caused by any negligent error, omission or act with limits of $2,000,000.00 per claim, and $2,000,000.00 aggregate. SUBCONTRACTING LIABILITY The CONTRACTOR will be responsible for its Subcontractors related to this Contract. Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www . ethics.state.tx.us/filinginfo/ 1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract # 8425 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E Exhibit F 8425 Employee Benefits Broker Lockton Dunning Benefits (Lockton Dunning Series of Lockton Companies LLC) Description Benefits Consultant Services 2 3 4 5 6 7 Consulting Fee -Year 1 Consulting Fee -Year 2 Consulting Fee -Year 3 Consulting Fee -Year 4 Consulting Fee -Year 5 Additional Services 1 1 1 1 1 1 Annual Annual Annual Annual Annual EA $90,000.00 $90,000.00 $90.000,OO Hourly Rate for additional consulting services as requested by the City DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E Exhi b1 t G-CIQ CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other person doing business with local governmental enti1 This questionnaire reflects changes made to the law bym 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code, A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. a Lockton Companies, LLC rD Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate g Name ofloca1 government officer about whom the information in this section is being disclosed. Not applicable Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Govemment Code. Attach additional pages to this Form CIQ as necessary A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?D Yes = No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local govemmental entity? [] Yes [] No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? = Yes D No D.Describe each employment or business and family relationship with the local government offIcer named in this section Not applicable 4 5 b] I have no Conflict of Interest to disclose. December 28, 2023 Signature of vendor with the governmental entity Date DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E Exhlbit H-Client Services Agreement & BAA @ er LMamDuIvtn9BHHHB UHCOUUonLY iuBEPEHDeHT C.bent Sen>ices Agreement City of Denton and Lockton-Dunning Series of Lockton Companies, LLC This Client Services Agreement (hereinafter referred to as the “Agreement") made and entered into effective as of February 1 5, 2024 (the “Effective Date"), by and between City of Denton having offices at 215 East McKinney Street, Denton, Texas 76201 (hereinafter referred to as ”Client") and Lockton-Dunning Series of Lockton Companies, LLC, having offices at 2100 Ross Avenue, Suite 1200, Dallas, Texas 75201 (hereinafter referred to as “Lockton"). Client wishes to procure certain services that can be performed by Lockton; and Lockton can provide and desires to render to Client such services; and The parties agree that it would be to their mutual advantage to execute this Agreement and thereby define the terms and conditions that shall control the rendering of services provided to Client by Lockton. Now, therefore, in consideration of the foregoing recitals, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1.Service Period The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 11.Service Compensation A.Services provided by Lockton as set forth in Addendum A will be performed for annual compensation in the amount of Ninety Thousand dollars ($90,000.00) (the “Fee"), to be invoiced monthly. • • • • Payment of all invoices submitted under this Agreement will be made within thirty (30) days of receipt of invoice. The amount of the annual Fee shall be guaranteed for a period of five (5) years Following the Initial Term, the annual Fee will be adjusted for each subsequent annual service period based upon corresponding increases in the Consumer Price Index. The Fee includes $4,000.00 communications allowance. B Client acknowledges that Lockton may receive certain incentive compensation including contingency payments, overrides, and bonuses as a result of being Client’s insurance broker (collectively, "Additional Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E @loaflwClient Services Agreement Compensation"). Client consents and agrees to Lockton's ability to receive such Additional Compensation under all circumstances. C.Client further acknowledges that the IAS Series of Lockton Specialties, LLC ("IAS") has or will perform services as set forth in Addendum A specific to life, disability and leave administration. IAS may be entitled to receive certain compensation from the applicable carrier attributable to these services provided to Client or on Client's behalf ("IAS Fee“). The IAS Fee is and shall be throughout the period IAS provides such services, non rate-impactable to Client and Client shall have no responsibility for the payment of any such compensation. Client agrees the IAS Fee is reasonable based on the services being provided by IAS. D.Client further acknowledges that Lockton may receive fees, commissions, or other forms of compensation that have no impact to rates as filed with a particular state (collectively, "Vendor Management Fees") for the performance of certain core and/or optional services listed in Addendum A. Client consents and agrees to Lockton's ability to receive such Vendor Management Fees under all CIrcumstances. 111.Services A. B. C. It is hereby understood and agreed that in consideration of the compensation set forth above that Lockton will provide services which are outlined in Addendum A, which is attached to and made part of this Agreement ("Scope of Services"). It is further agreed that other services that are outside the foregoing Scope of Services, and compensation for such services, may be undertaken by mutual written agreement by the parties. When, in Lockton’s professional judgment, it is necessary or appropriate, Lockton may utilize the services of other intermediaries or other appropriate outside vendors to assist in the servicing of Client's insurance programs. However, this may only be done after consultation with and prior approval by Client. D.To the extent permitted by law, Lockton agrees to offer a performance guarantee for Client, whereby Lockton agrees to put one hundred percent (100%) of its Fee at risk contingent upon Client's subjective evaluation of Lockton's performance. In the event Client pays compensation directly to Lockton in the form of fees, Lockton agrees to put its fees directly at risk. In the event Lockton is compensated in the form of Commissions paid by insurance companies, other intermediaries, or third parties, Lockton shall credit the amount at risk against future Commissions. Thus, Lockton agrees that it will seek to have future placements made net of base Commissions and/or return Commissions directly to the insurance company, other intermediary, or third party, to the extent permitted by applicable law, until the amount at risk has been recovered. IV.Termination of Services Client or Lockton may terminate this Agreement at any time with thirty (30) days written notice to the other party. Should Client terminate Lockton or designate an entity or individual other than Lockton as its agent of record at any time subsequent to the date of this Agreement, Lockton shall immediately cease providing services under this Agreement and will assist in the transition to a new broker/consultant. In such event, Lockton shall bill Client for the Fee relating to Services provided up to the effective date of termination on a pro rata basis in accordance with the compensation terms of this Agreement. 2 Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7Dz1461-BBB3-7EE663E1324E @loaclOHClient Services Agreement V.Additional Obligations A. Client shall provide Lockton with reasonable cooperation and assistance necessary for Lockton to fulfill its responsibilities to Client pursuant to the terms of this Agreement, including, without limitations, copies of all documents reasonably requested by Lockton and the cooperation of and access to certain of Client's personnel. B.Lockton acknowledges that the nature of its relationship with Client is one in which Client shall entrust Lockton as the custodian of certain of Client's information, some of which may be of a confidential or proprietary nature. Lockton shall undertake all reasonable efforts to maintain the integrity of all of Client's information, whether or not such information is confidential or proprietary. C.The services of Lockton shall be performed in a professional manner for the Client. More specifically, Client and Lockton agree that for the purposes of providing its services under this Agreement, Lockton shall at all times: (1) exercise a duty of care, skill, prudence and diligence under the circumstances prevailing that a prudent person acting in a like capacity and familiar with Client's benefits program would use in the discharge of Lockton’s services, (2) exercise a duty of good faith and fair dealing, (3) act in Client's best interest and to put Client's interest ahead of its own, (4) fu Sly and fairly disclose all material facts relating to its vendor or other third-party business relationships and compensation arrangements, (5) exercise a duty of care, and (6) provide impartial and honest advice. Client acknowledges and agrees that Lockton will not be acting as a fiduciary pursuant to any applicable law. VI.General Conditions A.The terms and conditions of this Agreement constitute the entire Agreement between the parties with respect to the subject matter hereof. This Agreement shall not be amended except by a written amendment signed by both parties, and no promises, agreement, or representations not herein set forth shall be of any force or effect between them. This Agreement shall serve to terminate and supersede all agreements and undertakings heretofore entered into between the parties on subjects covered by this Agreement. B.Lockton shall indemnify, defend, and hold their directors, officers, employees, agents, and representatives harmless from and against any and all claims, damages, losses, or expenses (including such parties' reasonable attorney, accountant, and expert witness fees and costs) incurred by one party as the result of (i) a material breach by the other party of any of its obligations under this Agreement or (ii) any willful or negligent conduct of the other party. C IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOST BUSINESS), ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHER LEGAL THEORY. IN ANY EVENT, THE LIABILITY OF ONE PARTY TO THE OTHER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO TEN MILLION DOLLARS ($10,000,000.00). THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE. NOTWITHSTANDING ANYrH ING TO THE CONTRARY CONTAINED HEREIN, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION SHALL NOT APPLY TO: 1) ANY DAMAGES AWARDED IN CONJUNCTION WITH A FINAL JUDICIAL DETERMINATION OF FRAUD OR GROSS NEGLIGENCE OR 2) PERSONAL INJURY, INCLUDING DEATH, OR DAMAGE TO TANGIBLE PERSONAL PROPERTY CAUSED BY THE NEGLIGENT, WILLFUL OR 3 Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7D-+461-BBB3-7EE663E1324E @loacroHClient Services Agreement INTENTIONAL ACTS OF A PARTY OR ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS. REFERENCES TO A PARTY IN THIS SECTION INCLUDE SUCH PARTY’S DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AGENTS AND DOMESTIC AND INTERNATIONAL AFFILIATED ENTITIES. D. E. Any communication or notice required or which may be given hereunder shall be addressed to Client and to Lockton at their addresses set forth in the preamble hereof. This Agreement shall be governed for all purposes by the laws of the state of Texas. In witness whereof, the parties hereto have executed the Agreement as of the day and year first written above. Lockton-Dunning Series of Lockton Companies, LLC B 1r +DATE. 2/16/2024 City of Denton DocuSlgned by: SMA H&MtV 5236DB296270423. BY:DATE. 3/6/2024 Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E @loacloHClient Services Agreement Addendum A SCOPE OF SERVICES Services Frequency Included Client Onboarding Data collection• •Develop client-specific service calendar At Engagement V’ Strategic Planning • Establish short- and long-term goals and targets for benefit plans and their role in client's total compensation program Annually V V \./ V •Develop benefit philosophies specific to client As Necessary • Review workforce needs and trends to develop a benefits program that supports client's overall business objectives Annually •Compare client's current benefits program to national and peer group benchmarks Annually •Conduct situational analysis and identify opportunities to: – Contain and/or reduce current cost trends Optimize vendor and network performance Improve the health and productivity of workforce Increase provider quality and improve clinical outcomes Determine those benefit programs that are necessary to recruit and retain talent Create an equitable employee/employer cost sharing structure Optimize member utilization of healthcare Identify operational/administrative inefficiencies and gaps to best practices Enhance employee appreciation and satisfaction of benefit programs Annually \/ •Conduct meetings to solicit key stakeholder feedback Annually V Health Reform Advisory Practice • Provide information, advice and assistance with analysis and implementation of health reform legislation requirements • Advise clients on the integration of health reform requirements with their overall compensation and benefits strategies Ongoing \/ \/ \/ Ongoing Ongoing•Deliver options and recommendations tailored to each client's circumstances 5 Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E @loationClient Services Agreement Services Frequenc),Inclnaea •Plan valuations, impact studies, plan modeling and pricing strategies Ongoing V V \/ V/ Model potential financial impact due to healthcare reform Ongoing •Evaluate feasibility of open market exchanges Ongoing Ongoing•Develop strategies and resources for required employee communications Program Design • Review current and alternative health and welfare delivery models and funding methodology • Develop recommended plan design alternatives: – Review and recommend changes to detailed coverage provisions Annually \/ \/ V/ V V \/ V Annually •Contribution modeling for employees and employer Annually Annually•Develop budgets and economic impact measurements of proposed changes •Assess the impact of proposed designs on employee satisfaction: – Conduct employee surveys and focus groups Meet with client’s senior executives, key stakeholders and the HR/Benefits team to discuss recommendations and implementation strategy decisions Lockton Interactive Financial Tool (LIFT): – Interactive plan design modeling tool As Necessary • Annually • Annually Renewal, Marketing and Vendor Selection •Request and coordinate renewal activities with all vendors: Medical Prescription Drug Dental Vision Life and AD&D Absence and Disability Other ancillary lines (as applicabte) Quantify financial impact of renewal and negotiate any variance between renewal and client's budget projections Annually V • Annually \/ Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E @loacloerClient Services Agreement Serv:tce£F reqrt enO,Included •Market benefit programs to mutually agreed upon vendors: Develop Request for Proposal (RFP) with request bid specifications Coordinate RFP release to market Respond to carrier questions and data requests Negotiate best and final offers As Necessary \/ •Prepare and present a detailed marketing and renewal report that would include: Total and itemized cost results Rate guarantees Network discount analysis Provider disruption analysis Service capabilities Performance guarantees Benefit designs and variances Carrier financial ratings Develop vendor marketing results scorecard Executive summary of final decisions, including marginal cost analysis associated with program changes and/or price changes Annually Negotiate client: Rate guarantees Performance guarantees – Implementation allowance Annually V Implementation Process • Conduct vendor site visits As Necessary \/ •Manage implementation process: – Review and negotiate final agreements and contracts to ensure they conform to bid specifications Review all vendor provided employee communications, SPDs, benefit booklets and required documents Coordinate the administrative set-up between client and vendors for reporting, billing, banking and data transfers Assist with the completion and review of all required applications and other documents as needed to place coverage Manage a post-implementation debriefing with client and vendors to discuss performance and needed areas for improvement Annually V • Benchmarking Participate with client's legal counsel to negotiate contracts As Necessary V 7 Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7D-+461-BBB3-7EE663E1324E loaclOH@Client Services Agreement Services Freqllenc)Tnclllded • • Dynamic and proven methodology for assessing, reporting and improving employer benefit programs through benchmarking Facilitate the selection of the most relevant survey tools including: Lockton's Book of Business medical plan design, contribution and costs survey Publicly available surveys with Public/Private and Industry cuts Cost sharing Infolock® Norms Benefit Point survey Industry group surveys Annually V Annually \/ Includes Medical, RX, Dental, Vision, Life/AD&D and Disability • Financial Management and Reporting Analyze health plan historical cost trend analysis vs. peer and national benchmarks Annually \/ •Financial reporting package: Month-by-month paid claims segregated by line of coverage Month-by-month enrollment Actual plan expenses compared to budget High-claimant activity report including plan option elected, relation, diagnosis, paid claims amount, increase in most recent month, and amount over specific Aggregate stop loss analysis including paid loss ratio and aggregate loss ratio Monthly V •Develop Executive Dashboard of key plan metrics Annually \/ Actuarial Services • Develop emerging and projected budgets based on historical paid claims and current market trends Semi-Annually V \/ V V \/ V V V • Funding rate development Annually •COBRA rate development and rate change notification to vendors Annually • IBNR calculations and auditor interface Monthly • Plan design change valuation Annually •Stop loss/high claimant probability modeling Annually • Enrollment migration modeling Annually Annually•Employee out-of-pocket analysis by plan options 8 Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E @loaclOHClient Services Agreement F reg uenO IrzcJrt dea Medicare Part D Creditable Coverage Determination by plan Annually V V \/ V \/ • Medicare Part D Actuarial Attestation As Necessary • Post enrollment analysis Annually • Budget variance analysis As Necessary •Health Reimbursement Account (HRA) liability evaluation As Necessary InfolockG’ Data Intelligence •Highly technical centralized data intelligence platform that provides decision support for self-funded employers: Standardized quarterly medical and RX claim inputs from over 30 selected vendors Database includes 300+ employers and 1.SM lives (4M for normative data) – Infolock® dedicated Lockton management, reporting and clinical staff Quarterly V •Combines technology with consulting expertise to monitor, report, control costs. and design benefit programs and initiatives: Standard and custom outputs, including: • Comprehensive utilization reports • Health/risk status • Preventive care compliance • Chronic gaps in care for members with chronic conditions • Customized performance indicators Annually V Clinical and Health Risk Solutions Services •Local dedicated Health Risk Solutions specialist focused on improving the health of our client's workforce: Population health risk assessment Identify proper risk measurement and ROI assessment Establish the realities around financial ROI Determine financial return in conjunction with wellness budget needs Develop multi-year risk-specific wellness programs Vendor assessment (this is the investigation of new wellness vendors that market to our clients) Evaluate opportunities for wellness intervention programs • Wellness vendor RFP development, review and selection process • Vendor implementation oversight • Vendor management Ongoing V 9 Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E @loa(lolrClient Services Agreement \erDices F mg&leno Included • Clinical staff to support client with the management of their benefit program: – Clinical interpretation of utilization data – Industry best-practices for coverage determinations – Utilization management provider performance review Ongoing V Compliance Services •Inventory of compliance-related documents As Requested \/ V’ V \/ V V \/ \/ \/ • Research legislative/regulatory issues As Necessary • Periodic topical webcasts and seminars Ongoing Ongoing•Compliance alerts, newsletters and employer guides • • • Provide updates on trends and developments for Health & Welfare legislative guidance and changes Review proposed updates to contracts, SPDs and benefit summaries for accurate terms, plan requirements and plan design Draft Client-specific Section 125 cafeteria plan document (fulfilled by a third-party vendor) Ongoing As Requested As Necessary •Compliance training in areas of COBRA, Medicare, etc.As Requested •HIPAA compliance toolkit including HIPAA training As Needed Technology Solutions Communication Services • Compliance Reference Library Ongoing Ongoing V V• Partner Portal • Develop communication strategy Annually Ongoing V \/• Coordinate distribution/printing of all communication materials – Printing and fulfillment costs, if needed/incurred, are passthrough expenses 10 Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E @loaclwClient Services Agreement f requenc) Included •Draft Employee Benefits Communications: Employee Benefit Guide or Benefit Highlights Brochure PowerPoint presentation for employee meetings Vendor contact card Annual enrollment postcard Annual enrollment posters Home mailers Employee recruiting guide Annually V •Conduct "train the trainer" for employee benefit plan meetings As Necessary V V•Distribute health awareness and consumerism communication newsletter Monthly Ongoing Service & Vendor Management •Manage vendor participation in annual enrollment process Annually V V’ • •Facilitate service meetings with vendors to address issues/problems and measure results against performance standards Provide daily assistance in resolving vendor service issues: – Claims Billing Eligibility Coverage appeals Quarterly Ongoing V •Meet with client to discuss/review plan performance and open items Ongoing V’ •Coordinate benefit changes and plan details with benefits outsourcing partner and communication resource(s): Plan design changes Employee contributions and COBRA rates Vendor rates of premium equivalent rates Vendor contact information Facilitate meetings/conference calls between vendors, outsourcing partner and communIcatIons team Annually V’ •Prepare and deliver stewardship report Annually V 11 Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E @loaclolrClient Services Agreement S em):tces FregtlenO Ir2cl£t dea Stop Loss Management •Renewal, Marketing and Placement: Conduct preliminary risk review to determine market strategy Collect and analyze market results Consult with clinical resource regarding ongoing claimants Conduct policy-to-policy review Annually V’ •Implementation: Ensure completion of underwriting requirements Oversee completion and review of policy application as well as executed contract Conduct client plan document versus stop loss policy review Establish reporting between stop loss carrier and ASO vendor as needed Annually \/ •Ongoing Management: Track claims identified during marketing/placement process Conduct monthly monitoring of stop loss reporting for cost-savings opportunities Identify potential excess claims Ensure timely claim reimbursement Report monthly status to Client Service Team – Provide year-end reconciliation of excess claims Ongoing \/ Complex Claims and Clinical Consulting •Cost Containment Reviews Review for savings opportunities • 50% stop loss specific deductible • InfoLock trigger diagnoses and services High-cost claimant review and treatment protocol Recommend interventions to contain/reduce cost Cost Containment Reviews analyze: • Treatment appropriateness • Medical necessity • Site of care • Coding errors • Network status • Pharmacy utilization • Alternative treatment methods • Fraud and abuse • Cost-of-care efficiency • Reports provided quarterly Ongoing V 2 Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E @loaclollClient Services Agreement Services Frey//##0/Incl&Idea •Claims Reviews – Historical paid claims on top five high-cost members annually. • Clinical notes on condition and treatment of members • Ongoing low and high projected costs Year-end claims for budget projections and marketing period Laser Reviews • Historical paid claims on high-cost members Ongoing \/ Excelsior Solutions •Open enrollment support, ongoing enrollment support and advocacy: Pharmacy trend management and audit Current PBM provider and contract review Pharmacy claims analysis PBM relationship management and replacement consideration Evaluate current prescription drug plan design and make recommendations in line with Client goals Ongoing V Integrated Absence Solutions •Open enrollment support, ongoing enrollment support and advocacy Life/Disability/Leave renewals and marketing Leave administration implementation Compliance screening Benchmarking assessment Strategic consulting Carrier advocacy Ongoing V 13 Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E @loaclOHClient Services Agreement OPTIONAL SCOPE OF SERVICES Optional S erv'Ices;k • Collective bargaining valuations • Compliance audit • Lockton survey •Strategic Communication consulting services: Corporate communication Media relations, employee communication and community relations Digital media strategic communication Assessment, strategy development and plan implementation Issues management Strategy development, document creation and plan implementation Crisis communication consulting Plan, development, training and execution •Additional communications services: Annual enrollment videos Employee benefit statements Employee recruiting guide Custom benefit guide Employee handbook updates Bilingual communication translations Conduct annual enrollment presentations and/or webcasts ”Benefit Bytes" – smartphone friendly communication materials Develop social-networking campaigns through Twitter, Facebook, etc • Employee advocacy call center • Executive benefits consulting • Retirement consulting services • Property and casualty/risk management – Claims or loss control consulting services – Insurance brokerage and placement services 14 Lockton Colnpanies DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E @loafioNClient Services Agreement Optional Services=k •Voluntary Benefits: Needs assessment Claims data analysis Program design Financial analysis Technology offset negotiations Marketing/placement Implementation •Human Capital Advisory and Consulting •HR Outsourcing Augment client HR teams Assist clients in four key areas: Benefits administration Retirement plan administration Compensations consulting and outsourcing Absence management administration •Compensation consulting services • Onsite clinic feasibility analysis • Wellbeing • Social Determinants of Health *May require additional charges. 15 Lockton Companies DocuSign Envelope ID: 666C8EOA-CD7D-+461-BBB3-7EE663E1324E BUSINESS ASSOCIATE AGREEMENT THIS BUSINESS ASSOCIATE AGREEMENT (the "Agreement“) is made and effective this 15th day of February, 2024 (the "Effective Date"), by and between Lockton-Dunning Series of Lockton Companies, LLC and its affiliated companies (’'Lockton"), City of Denton ("Client") and the group health plan(s) maintained by Client ("Plan"). Client and Lockton are referred to individually as a "Party" and collectively as the "Parties" herein. WHEREAS, Plan is an employee welfare benefit plan as defined by Section 3(1) of the Employee Retirement Income Security Act of 1974 ("ERISA") that provides medical care to its employees and their dependents; WHEREAS, Plan has engaged Lockton to provide certain health and welfare insurance brokerage and/or consulting services that may include, as applicable, Pharmacy Analytic Services, InfoLock® Services and/or other consulting services as mutually agreed to by the Parties (collectively, "Services"), which may or will necessitate Disclosure of Protected Health Information ("PHI") to Lockton. Such Services are provided in accordance with separate agreements with Plan and/or Client (collectively, the "Client Services Agreement"); and WHEREAS, the Parties to this Agreement are committed to compliance with the Privacy, Security, Breach Notification, Standard Transactions and Enforcement Rules of the Health Insurance Portability and Accountability Act of 1996 (as amended "HIPAA") and its implementing regulations at 45 C.F.R. Parts 160 to 164 (collectively the “HIPAA Rules") and any current and future regulations promulgated under HIPAA or the Health Information Technology for Economic and Clinical Health Act as incorporated in the American Recovery and Reinvestment Act of 2009 (the ’'HITECH Act"); WHEREAS, Client is authorized to enter into this Agreement on behalf of Plan; NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to maintain the privacy and security of PHI as set forth herein: ARTICLE 1. DEFINITIONS "Breach" has the meaning set forth in 45 C.F.R. 164.402 and generally means the acquisition, access, use or disclosure of Protected Health Information which compromises the privacy or security of such information as determined by the HIPAA Rules. “Data Aqqreqation" has the meaning set forth in 45 C.F.R. 164.501 and generally means the combining of Protected Health Information created or received by Lockton in its capacity as a business associate of the Plan with the Protected Health Information received by Lockton in its capacity as a business associate of another covered entity to permit data analyses that relate to the health care operations of the respective covered entities. "Designated Record Set" has the meaning set forth in 45 C.F.R. 164.501 and generally means a group of records maintained for the Plan that is (i) the medical records and billing records about individuals maintained by or for a covered health care provider; (ii) the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health Lockton Business Associate Agreement 2020 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E plan; or (iii) Used, in whole or in part, by or for the Plan to make decisions about individuals. For the purposes of this definition, “record" means any item, collection, or grouping of information that includes Protected Health Information and is maintained, collected, Used, or disseminated by or for the Plan "Disclose" or "Disclosure" has the meaning set forth in 45 C.F.R. 160.103 and generally means the release, transfer, provision of access to, or divulging in another manner, of information outside the entity holding the information. "Electronic Media" has the meaning set forth in 45 C.F.R. 160.103 and generally means (i) electronic storage media including memory devices in computers (hard drives) and any removable/transportable digital memory medium, such as magnetic tape or disk, optical disk, or digital memory card, or (ii) transmission media Used to exchange information already in electronic storage media. For the purposes of this definition, “transmission media“ include, for example, the internet (wide-open), extranet (using internet technology to link a business with information accessible only to collaborating parties), leased lines, dialup lines, private networks, and the physical movement of removable/transportable electronic storage media. Certain transmissions, including of paper, via facsimile, and of voice, via telephone, are not considered to be transmissions via electronic media, because the information being exchanged did not exist in electronic form before the transmission. “Electronic PHI" has the meaning set forth in 45 C.F.R. 160.103 and generally means individually identifiable health information that is transmitted by or maintained in Electronic Media. "Individual" has the meaning set forth in 45 C.F.R. 160.103 and generally means the person who is the subject of Protected Health Information and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. 164.502(g). InfoLock® Services" means the performance of data analytic consulting services for the Client, including but not limited to: medical and pharmacy claims, health risk assessment and biometric screening information to identify possible trends in chronic disease, high-cost claims, and utilization patterns. "Pharmacy Analytics Services’' means the performance of consulting services for the Client, including but not limited to: data modeling, benchmarking, auditing, marketing of the program or Requests for Proposals (RFP), diagnostic analysis, reporting and related pharmacy financial and clinical information consulting services. "Privacy Rule" means the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 1 M, Subparts A and E. "Protected Health Information" or “PHI" has the meaning set forth in 45 C.F.R. 160.103 and generally means information that is created or received by Lockton from or on behalf of the Plan and is information about an individual, whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual, and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be Used to identify the individual. PHI does not include individually identifiable health information in: (i) education records covered by the Family Lockton Business Associate Agreement 2020 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E Educational Right and Privacy Act, as amended, 20 U.S.C. 1232g; and (ii) records described at 20 U.S.C. 1232g(a)(4)(B)(iv). PHI also does not include individually identifiable health information maintained by an entity in its role as an employer. PHI also does not include individually identifiable health information regarding a person who has been deceased for more than 50 years. “Required By Law" means a mandate contained in law that compels a covered entity to make a Use or Disclosure of Protected Health Information and that is enforceable in a court of law. Required By Law includes, but is not limited to, court orders and court-ordered warrants; subpoenas or summons issued by a court, grand jury, a governmental or tribal inspector general, or an administrative body authorized to require the production of information; a civil or an authorized investigative demand; Medicare conditions of participation with respect to health care providers participating in the program; and statutes or regulations that require the production of information, including statutes or regulations that require such information if payment is sought under a government program providing public benefits. "Secretary" means the Secretary of Health and Human Services (HHS) or any other officer or employee of HHS to whom the authority involved has been delegated. "Security Incident" has the meaning set forth in 45 C.F.R. 164.304 and generally means the attempted or successful unauthorized access, Use, Disclosure, modification, or destruction of information or interference with system operations in an information system. Inconsequential incidents that occur on a daily basis, such as scans or pings on Lockton’s networks or servers containing Electronic PHI, are unsuccessful Security Incidents and shall not be considered a Security Incident subject to reporting, unless so required by the Privacy Rule. "Security Rule" means the Security Standards and Implementation Specifications at 45 C.F.R. Parts 160 and 164, Subparts A and C. “Standards for Electronic Transactions Rule" means the final regulations issued by Health and Human Services concerning standard transactions and code sets under the Administrative Simplification provisions of HIPAA, 45 C.F.R. Parts 160 and 162. “Unsecured PHI" has the meaning set forth in 45 C.F.R. 164.402 and generally means PHI that is not rendered unusable, unreadable or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary. "Use" has the meaning set forth in 45 C.F.R. 160.103 and generally means the sharing, employment, application, utilization, examination, or analysis of information. All terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in the HIPAA Rules ARTICLE 2. OBLIGATIONS ANDACTIVITIESOF LOCKroN 2.1 Lockton agrees to not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law. 2.2 Lockton agrees to use appropriate safeguards to prevent the Use or Disclosure of the PHI other than as provided for by this Agreement. Lockton Business Associate Agreement 2020 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E 2.3 Lockton agrees to implement administrative, physical, and technical safeguards and comply with Subpart C of 45 C.F.R, Part 164 with respect to Electronic PHI. 2.4 Lockton agrees to notify the Plan of any Security Incident or Use or Disclosure of PHI not permitted by this Agreement of which Lockton is aware, including any Breach of Unsecured PHI as required by 45 C.F.R. 1@1.410. Such notice shall be provided within three (3) business days and shall include, to the extent possible, information that is required to be included in notification to the individual under 45 C.F.R. 1 M.404. In addition to such notice, Lockton will document as required by 45 C.F.R. Part 164, Subpart C and report to Plan (i) any successful unauthorized access, use, disclosure, modification, or destruction of Plan’s Electronic Protected Health Information of which Lockton becomes aware, or (ii) any successful unauthorized interference with system operations in Lockton’s Information System containing Plan’s Electronic Protected Health Information of which Lockton becomes aware. Such reports will be provided within ten (1 0) business days of when Lockton becomes aware of the incident. 2.4.1 Lockton and Plan agree that unsuccessful attempts at unauthorized access or system interference occur frequently and that there is no significant benefit for data security from requiring the documentation and reporting of such unsuccessful intrusion attempts. In addition, the Parties agree that the cost of documenting and reporting such unsuccessful attempts as they occur would outweigh any potential benefit gained from reporting them. Consequently, both Lockton and Plan agree that this Agreement shall constitute the documentation, notice and written report of such unsuccessful attempts at unauthorized access or system interference as required above and by 45 C.F.R. Part 164, Subpart C and that no further notice or report of such attempts will be required. By way of example (and not limitation in any way), the Parties consider the following to be illustrative (but not exhaustive) of unsuccessful Security Incidents when they do not result in unauthorized access, use, disclosure, modification, or destruction of e-PHI or interference with an information system 1 2 3. 4 5. Pings on a Party's firewall, Port scans, Attempts to log on to a system or enter a database with an invalid password or username, Denial-of-service attacks that do not result in a server being taken off-line, and Malware (e.g., worms, viruses). Lockton will cooperate with Plan in investigating the Breach and in meeting the Plan’s obligations under applicable breach notification laws. In addition to providing notice to Plan of a Breach, Lockton will provide any required notice to individuals, the media, and applicable regulators (e.g., the Secretary) on behalf of Plan in accordance with and within the timeframes prescribed by applicable law (e.g., 45 C.F.R. SS 164.402, 164.406, and 164.408). 2.5 Lockton, the Client or the Client's representative may disclose PHI to subcontractors, vendors, agents and/or other third parties, including affiliates of Lockton, to the extent necessary to perform the Services in accordance with the Client Services Agreement. To the extent any subcontractor, vendor, agent and/or other third party creates, receives, maintains or transmits PHI of the Plan on behalf of Lockton, Lockton agrees to ensure that any such subcontractor, vendor, agent and/or other third party agrees in writing to the same restrictions and conditions that apply to Lockton with respect to such PHI. 2.6 To the extent any affiliate of Lockton creates, receives, maintains or transmits PHI of Plan to provide Services to Client pursuant to this Agreement and/or the Client Services Agreement, Lockton Lockton Business Associate Agreement 2020 DocuSign Envelope ID: 666C8EOA-CD7D-+461-BBB3-7EE663E1324E agrees to ensure that such affiliate agrees in writing to the same restrictions and conditions that apply to Lockton with respect to such PHI. 2.7 Upon request by an Individual, Plan shall determine whether an Individual is entitled to access his or her PHI pursuant to 45 C.F.R. § 1 M.524. If Plan determines that an Individual is entitled to such access, and that such PHI is under the control of Lockton, Plan will communicate the decision to Lockton At the request of the Plan, Lockton agrees to provide access to PHI in a Designated Record Set, as directed to an Individual in order to meet the Plan’s obligations under 45 C.F.R. 164.524. Lockton shall provide access to the PHI in the same manner as would be required for Plan. If Lockton receives an Individual's request to access his or her PHI, Lockton shall forward such request to Plan within five (5) business days. 2.8 Upon request by an Individual, Plan shall determine whether any Individual is entitled to amend his or her PHI pursuant to 45 C.F.R. § 164.526. If Plan determines that an Individual is entitled to such an amendment, and that such PHI is both in a designated record set and under the control of Lockton, Plan will communicate the decision to Lockton. Lockton agrees to make any amendment(s) to PHI in a Designated Record Set as directed by or agreed to by Plan and to take any other measures necessary to satisfy the Plan's obligations pursuant to 45 C.F.R. 164.526. Lockton shall provide an opportunity to amend the PHI in the same manner as would be required for Plan. If Lockton receives an Individual’s request to amend his or her PHI, Lockton shall forward such request to Plan within 5 business days. 2.9 Lockton agrees to make internal practices, books, and records, relating to the security, Use, and Disclosure of PHI received from, or created or received by Lockton on behalf of, the Plan available to the Secretary, in a time and manner mutually agreed upon by Lockton and the Plan or as designated by the Secretary, for purposes of the Secretary determining the Plan’s compliance with HIPAA. 2.10 Upon request by an Individual, Plan shall determine whether any Individual is entitled to an accounting pursuant to 45 C.F.R. S 164.528. If Plan determines that an Individual is entitled to an accounting, Plan will communicate the decision to Lockton. Lockton agrees to document such Disclosures of PHI and, provide such information to Plan as would be required for the Plan to respond to a request by an individual for an Accounting of Disclosures of PHI in accordance with 45 C.F.R. 164.528. Lockton will provide information to Plan that will enable Plan to meet its accounting obligations. If Lockton receives an Individual's request for an accounting, Lockton shall forward such request to Plan within five (5) business days 2.11 To the extent Lockton is to carry out one or more of Plan’s obligations with respect to HIPAA, Lockton will comply with the requirements of HIPAA in the performance of such obligations. 2.12 Sale of PHI. Lockton shall not sell or receive remuneration, either directly or indirectly, in exchange for PHI, except as may be permitted by 45 C.F.R. S 164.502(a)(5) and S 1 M.508(a)(4) and provided that this prohibition shall not be construed to limit or otherwise affect payment by Covered Entity to Lockton for its Services provided under the Client Services Agreement. 2.13 To the extent Lockton, as business associate creates, receives or maintains information related to substance use treatment services subject to 42 C.F.R. Part 2 ("Part 2 Information") for or from Covered Entity hereunder, Lockton will: 1. Comply with all obligations of 42 C.F.R. Part 2 as to the Part 2 Information; 2. Include notification required of 42 C.F.R. 2.32 with any disclosure of the Part 2 Information; Lockton Business Associate Agreement 2020 DocuSign Envelope ID: 666C8EOA-CD7DJH61-BBB3-7EE663E1324E 3. 4. 5. 6. Implement appropriate safeguards to prevent unauthorized uses and disclosures of the Part 2 Information; Report any unauthorized uses, disclosures, or breaches of the Part 2 Information to Covered Entity Only use or disclose the Part 2 Information as necessary to perform services on behalf of Covered Entity; and Not disclose the Part 2 Information to any third party unless that third party (a) has agreed in writing to comply with these restrictions; (b) assists business associate in the provision of services to Covered Entity; and (c) will only further disclose the Part 2 Information back to Lockton or the applicable covered entity. ARTICLE 3.PERMITrED USES AND DISCLOSURES BY LOCKroN Lockton will Use or Disclose PHI including, without limitation, claim, eligibility, financial and other data received from, or created or received on behalf of Plan consistent with the minimum necessary requirements applicable to Plan set forth in 45 C.F.R. 1 M.514(d) and only: 3.1 Use or Disclose PHI as permitted or required by this Agreement or applicable law, or to perform Services under the Client Services Agreement on behalf of Client and Plan as described in this Agreement, but not in such a manner that would violate HIPAA or the Privacy Rule. 3.2 For the proper management and administration of Lockton or to carry out the responsibilities of Lockton, provided that Lockton will only Disclose PHI pursuant to this Paragraph 3.2 where such Disclosure is Required By Law or Lockton obtains reasonable assurances from the person to whom the PHI is Disclosed that it will remain confidential and Used or further Disclosed only as Required By Law or for the purpose for which it was Disclosed to the person, and the person notifies Lockton of any instances of which it is aware in which the confidentiality of the information is breached; 3.3 To create de-identified information in compliance with 45 C.F.R. 164.514(a)-(c). Once PHI has been de-identified, it shall no longer be considered PHI and shall not be subject to the confidentiality obligations or restrictions on Disclosure set forth in this Agreement; 3.4 To provide Data Aggregation Services 45 C.F.R. 164 on behalf of the Plan, including, without limitation, Disclosure of PHI to subcontractors, vendors and/or other third parties, as may be necessary to allow Lockton to perform the Services and for the health care operations of the Plan; to Use and store PHI in a benchmark database; and to Disclose de-identified and disassociated data for population benchmarking and normative reporting purposes. 3.5 To Use PHI to report violations of law to appropriate federal and state authorities consistent with the Privacy Rule; and 3.6 As Required by Law. ARTICLE4. OBLIGATIONSOFCLIENT 4.1 Client shall make all necessary amendments to Plan documents to permit Use and Disclosure of PHI by Lockton as described in this Agreement. Lockton Business Associate Agreement 2020 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E 4.2 Client shall provide Lockton with a list of person(s) (“Designee") who perform functions for the Plan or for the Client as Plan Sponsor to whom it is permissible for Lockton to Disclose PHI. To the extent Client has limited the amount of PHI that may be Disclosed to a DesigneR Client shall notify Lockton of such limitation. Client shall immediately notify Lockton of any changes in a Designee or the extent of PHI that may be disclosed to a Designee. 4.3 Client shall provide Lockton with the Plan's notice of privacy practices, as well as any changes to such notice. Client shall ensure that such notice of privacy practices permits the Use and Disclosure of PHI by Lockton as d6scribed in this Agreement. 4.4 Client will provide necessary authorization or instruction to the administrator of the Plan to facilitate the release of PHI to Lockton and applicable third parties to the extent necessary for Lockton to provide the Services, including any consents and notices required under 42 C.F.R. Part 2. 4.5 Client shall provide Lockton with any changes in, or revocation of, permission by an individual to Use or Disclose PHI, if such changes affect Lockton's Use or Disclosure of PHI under this Agreement. 4.6 Client shall notify Lockton of any restriction to the Use or Disclosure of PHI that the Client has agreed to on behalf of the Plan in accordance with 45 C.F.R. 164.522. 4.7 Client shall not request Lockton Use or Disclose or receive PHI in any manner that would not be permissible under HIPAA if done by the Plan. 4.8 Client will not Use or Disclose any information received from Lockton for employment- related actions and decisions or in connection with any other benefit or employee benefit plan of Client. ARTICLE 5.TERM AND TERMINATION OF THE AGREEMENT 5.1 Term. This Agreement shall be effective as of the Effective Date. Subject to Paragraph 5.3, this Agreement shall end upon the termination of the Client Services Agreement or upon termination for cause as set forth in Paragraph 5.2. 5.2 Termination for Cause. If Lockton violates any material term of this Agreement, the Client shall provide an opportunity for Lockton to cure the breach or end the violation. If Lockton does not cure the breach or end the violation within a reasonable time period or if cure is not possible, Client may immediately terminate this Agreement and the Client Services Agreement. If the breach is not curable, Plan and/or Client may immediately terminate this Agreement and the Client Services Agreement. Upon Lockton's knowledge of a material breach of this Agreement by Plan, Lockton shall have all of the rights available to Plan in this Paragraph 5.2. 5.3 Effect of Termination. (A) Upon termination of this Agreement, Lockton shall, if feasible, return or destroy all PHI received from the Plan, or created or received by Lockton on behalf of the Plan. This provision shall also apply to PHI that is in the possession of subcontractors, vendors and/or other third parties engaged by Lockton to assist in the provision of Services. Lockton shall retain PHI only as described in Subparagraph (B) below. Lockton Business Associate Agreement 2020 DocuSign Envelope ID: 666C8EOA-CD7D4+61-BBB3-7EE663E1324E (B) Lockton shall retain only that PHI for which return or destruction is infeasible or retention is necessary for Lockton to continue its proper management and administration or to carry out its legal responsibilities. Lockton shall continue to use appropriate safeguards, comply with HIPAA, and adhere to the terms of this Agreement with respect to PHI for as long as Lockton retains the PHI. ARTICLE 6. MISCELLANEOUS PROVISIONS 6.1 Regulatory Reference. A reference in this Agreement to a section in HIPAA or to a section of the Code of Federal Regulations means the section as in effect or as amended, and for which compliance is required. 6.2 Amendment. The Client and Lockton agree to take such action as is necessary to amend this Agreement from time to time as is necessary for the Plan to comply with the requirements of HIPAA, including the provisions of HITECH. This Agreement may be amended by the Client and Lockton by the express mutual written agreement of the Parties. This Agreement contains the entire Business Associate Agreement between the Parties and supersedes all other understandings and agreements, oral or written, between the Parties regarding privacy of PHI. 6.3 Survival. The respective rights and obligations of Lockton under Paragraph 5.3 of this Agreement shall survive the termination of this Agreement. 6.4 Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits the Plan and Lockton to comply with HIPAA. When a section of the Agreement calls for Lockton to respond to a request from the Plan in conjunction with a regulation specifically cited in the section, Lockton may rely on the Plan’s request as verification by the Plan that the request is made in compliance with the regulation. Lockton is not responsible for confirming that the Plan’s request is made in compliance with the specific regulation. 6.5 Indemnification. Lockton will indemnify the Client and hold it harmless against any loss, cost, damage, claim or expense (including reasonable attorney’s fees) arising from Lockton’s improper Use and/or Disclosure of PHI through negligence or intentional wrongdoing or from breach of this Agreement. 6.6 Governing Law. This Agreement shall be governed by HIPAA and, where not covered by HIPAA or other federal law, the laws of the State of Texas. 6.7 Terms. Where the context of the Agreement requires, the singular shall include the plural and the masculine gender shall include the feminine. Headings or titles of sections are for general information only and this Agreement shall not be construed by reference to such titles. 6.8 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 6.9 Severability. If any provision of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision, and this Agreement shall be construed and enforced as if such provision had not been included 6.10 Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Lockton, or the Client and their Lockton Business Associate Agreement 2020 DocuSign Envelope ID: 666C8EOA-CD7D4461-BBB3-7EE663E1324E respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 6.11 Effect on Client Services Agreement. Except as specifically required to implement the purposes of this Agreement, or to the extent inconsistent with this Agreement, all other terms of the underlying Client Services Agreement shall remain in force and effect. 6.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which may be deemed an original, but all of which taken together shall constitute one and the same Instrument. 6.13 Confidentiality. Lockton acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by Lockton to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by Lockton to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code . This Agreement is executed and effective on the Effective Date first written above. Lockton-Dunning Series of Lockton Companies, LLC City of Denton, on behalf of Plan and Client /„'-•--•'DocuSigned by: ,y:b/53lll!! Name: Jeffery J. Lowry 'DocuSigned by: By: I hH%@ '5236DB296270423 Name. Sara Hensley Title: Vice President, Compliance Consulting Title. C1 ty Manager Date: 2/16/2024 3/6/2024 Date: Lockton Business Associate Agreement 2020 [Xx:uSign Certificate Of Completion Envelope Id: 666C8EOACD7D4461 BBB37EE663E1324E Subject: Please DocuSign: City Council Contract 8425 Employee Benefits Broker Source Envelope: Status: Completed Document Pages: 53 Signatures: 9 Certificate Pages: 6 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Initials: 1 Envelope Originator: Ginny Brummett 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 2/1 5/2024 11 :34:54 AM Holder: Ginny Brummett Ginny .Brummett@cityofdenton.com Location: DocuSign Signer Events Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 2/1 5/2024 1 1 :36:03 AM Viewed: 2/1 5/2024 11 :36:11 AM Signed: 2/1 5/2024 11 :36:32 AM Completed Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 2/1 5/2024 11 :36:34 AM Viewed: 2/1 5/2024 11 :40:03 AM Signed: 2/1 5/2024 11 :41 :42 AM Signature Adoption: Pre-selected Style Using IP Address: 174.197.72.157 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) 'DocuSlgn•d brIC IM&rtLLhtAAWL '4B070831B4AA438. Sent: 2/15/2024 11 :41 :43 AM Viewed: 2/1 5/2024 3:27:05 PM Signed: 2/15/2024 3:34:34 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Kril Cunningham KCunningham@lockton.com Security Level: Email, Account Authentication (None) p;";;;;=@‘ F36715B9AE89&4B. Sent: 2/1 5/2024 3:34:36 PM Resent: 2/1 6/2024 10:08:40 AM Viewed: 2/16/2024 10:12:40 AM Signed: 2/1 6/2024 10:13:50 AM Signature Adoption: Pre-selected Style Using IP Address: 208.18.15.6 Electronic Record and Signature Disclosure: Accepted: 2/1 5/2024 5:11 :33 PM ID: 4d3b35e6-323943e9-b9bd42942cf515c0 Signer Events Megan Gilbreath Megan.Gilbreath@cityofdenton.com HR Director City of Denton - Human Resources Security Level: Email, Account Authentication (None) Signature Timestamp Sent: 2/1 6/2024 10:13:52 AM Viewed : 2/1 6/2024 10:14:48 AM Signed: 2/1 6/2024 10:15:39 AM -DocuSlgned by: U:KhWL Signature Adoption: Pre-selected Style Using IP Address: 174.244.22.166 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Jeffrey Lowry jlowry@lockton.com VP, Compliance Security Level: Email, Account Authentication (None) ’DocuSlgned by: L#!bAer. Sent: 2/16/2024 10:15:42 AM Resent: 2/1 6/2024 10:20:15 AM Viewed: 2/16/2024 11 :31 :31 AM Signed: 2/16/2024 3:27:48 PM Signature Adoption: Pre-selected Style Using IP Address: 208.18.15.6 Electronic Record and Signature Disclosure: Accepted: 2/16/2024 11 :31 :31 AM ID: 6d723702-71e6-+8ef-bc1 c-ldf5a02fb8e5 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 2/16/2024 3:27:50 PM Viewed: 3/6/2024 9:24:22 AM Signed: 3/6/2024 9:25:00 AM Using IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofclenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) 'DocuSlgn•d by: 1 SMA A%qq .5236DB29627Q423. Sent: 3/6/2024 9:25:03 AM Viewed: 3/6/2024 10:24:45 AM Signed: 3/6/2024 10:24:53 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 3/6/2024 10:24:56 AM Viewed: 3/6/2024 12:46:27 PM Signed: 3/6/2024 12:47:11 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 3/6/2024 12:46:27 PM ID: 283532fd-f9a84dfe-b3f0-17630f6932e8 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Status Timestamp Certified Delivery Events Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 2/1 5/2024 1 1 :36:34 AM Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 2/16/2024 10:15:41 AM Viewed: 2/1 6/2024 3:37:53 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 3/6/2024 12:47:15 PM Viewed: 3/6/2024 4:03:41 PM Cindy Hampton Cindy.Hampton@cityofdenton.com Total Rewards Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 2/1 6/2024 7:04:21 AM ID: 1243a629-8b8e4ebc-9938-04ad121a69d4 Sent: 3/6/2024 12:47:17 PM Kristin Moore Kristin.Moore@lockton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 3/6/2024 12:47:19 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Envelope Updated Envelope Updated Envelope Updated Envelope Updated Certified Delivered Signing Complete Completed Status Timestamps 2/15/2024 11 :36:03 AM 2/1 5/2024 1:58:49 PM 2/1 5/2024 1 :58:49 PM 2/1 5/2024 1 :58:49 PM 2/16/2024 10:20:14 AM 3/6/2024 12:46:27 PM 3/6/2024 12:47:11 PM 3/6/2024 12:47:19 PM Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Kril Cunningham, Jeffrey Lowry, Jesus Salazar, Cindy Hampton ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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